Anti-Trust Policy

RESOLUTION ADOPTED BY THE BOARD OF DIRECTORS OF FLEXIBLE PAVEMENTS OF OHIO AT THEIR MEETING ON JUNE 15, 2005 REGARDING ANTITRUST POLICIES AND PROCEDURES OF THE ASSOCIATION.

BE IT RESOLVED:

These policies and procedures apply to all membership, board and committee meetings, as well as any other meetings under the auspices of Flexible Pavements of Ohio (hereafter referred to as “FPO”) or any meetings attended by representatives and employees of FPO within the scope of their employment.

All FPO meetings shall be conducted as though they were open to the public

Discussions of setting prices or price levels at any meeting is prohibited. In addition no discussion is permitted of any elements of a company’s operations which might influence prices, such as: (a) costs of operations, supplies, labor or services; (b) allowances for discounts; (c) terms of sale, to include credit arrangements; and (d) profit margins.

It is a violation of antitrust laws to agree not to compete. Discussions of division of territories or customers and limitations on the nature of business carried on or products sold are not permitted

Boycotts in any form are unlawful. Discussions relating to boycotts are prohibited, including but not limited to discussions about blacklisting. No concerted action shall be recommended or agreed upon. No attendees shall seek to interfere or restrict the exercise of free and independent judgment by other attendees, members or third parties in the management of their respective businesses.

It is FPO’s policy that legal counsel be invited to any meetings so designated by the Board of Directors and, when necessary, pertinent written documents shall be reviewed by legal counsel. At meetings where legal counsel is not in attendance, FPO staff are required to be present to assure compliance with these policies and to consult legal counsel as required.

When discussion by meeting attendees borders on an area of antitrust compliance the FPO staff shall request that the discussion be stopped and that this request be made a part of the minutes of the meeting. If this discussion is continued, the FPO staff shall excuse himself or herself from the meeting and request that the minutes show that he or she left and why. Any such instances shall be directed to the attention of the FPO Chairman of the Board, who shall then consult legal counsel to determine the necessity for and/or course of further action by FPO.

Accurate and complete minutes of any FPO meetings shall be prepared by a duly designated recorder and distributed to all members in attendance following the meeting.

A copy of these policies and procedures shall be made available to all FPO directors, committee members attending meetings, and official representatives of member companies.